Merger Will Create the World’s Largest Independent
Coca-Cola Bottler Based on Net Revenues

Combines bottling operations of Coca-Cola Enterprises, Coca-Cola
Iberian Partners and Coca-Cola Erfrischungsgetränke AG into a new Western
European bottler, serving over 300 million consumers across 13 countries

ATLANTA
and MADRID, Aug. 6, 2015 – Coca-Cola Enterprises, Inc. (“CCE”)
(NYSE: CCE) (Euronext Paris: CCE), Coca-Cola Iberian Partners SA (“CCIP”) and Coca-Cola
Erfrischungsgetränke AG (“CCEAG”), a wholly owned subsidiary of The Coca-Cola
Company (NYSE: KO), today announced they have agreed to combine their businesses
into a new company to be called Coca-Cola European Partners Plc., in a
transformational transaction that will create the world’s largest independent Coca-Cola
bottler based on net revenues. Through a world-class production, sales and
distribution platform for the Coca-Cola system in Western Europe, Coca-Cola
European Partners will be positioned to deliver superior execution and customer
service, driving long-term value creation for shareowners.

Strategically
Positioned to Capture GrowthWith more than 50 bottling plants and approximately
27,000 associates, Coca-Cola European Partners will serve a consumer population
of over 300 million in 13 countries across Western Europe, including Andorra,
Belgium, France, Germany, Great Britain, Iceland, Luxembourg, Monaco, Norway,
Portugal, Spain, Sweden and the Netherlands. The combined company will operate
in the four largest markets for nonalcoholic ready-to-drink beverages in Western
Europe – Germany, Spain, Great Britain and France.

Once
combined, Coca-Cola European Partners will leverage and build on the best
practices from each respective market and bottler to improve service to
customers and consumers through a more consistent strategy for product
development and market execution across Western Europe. The increased scale and
flexibility of Coca-Cola European Partners’ broader European geographic footprint will allow
it to compete more effectively across nonalcoholic beverage categories.

Coca-Cola European Partners is expected to generate substantial synergies,
including supply chain benefits and operating efficiencies. These synergies are
expected to result in realized annual run-rate pre-tax savings of approximately
$350-375 million within three years of closing. The new company’s synergies
will also position it for increased investment in sales and customer-facing
activities to drive incremental top-line and profit growth over the long
term.

Coca-Cola European Partners will combine
the unique market knowledge of CCE, CCIP and CCEAG, enabling increased
coordination and innovation to better serve customers and consumers at a local
level in each market. As a larger and more diverse company, Coca-Cola European
Partners will continue to invest, employ, manufacture and distribute locally, maintaining
a strong commitment to the economic and social well-being of each community it
serves.

“The creation of a larger, unified Coca-Cola
bottling partner in Western Europe represents an important step in our global system’s
evolution,” said Muhtar Kent, Chairman and Chief Executive Officer of The
Coca-Cola Company. “We continue to adapt our business model to innovate, invest
and grow along with the changing demands of the marketplace. With the strong
leadership that will be assembled from across the three organizations, Coca-Cola
European Partners will be well-positioned to deliver better and more effective
service to customers throughout Western Europe and drive profitable growth
across multiple beverage categories.”

Sol Daurella, Executive Chairwoman of Coca-Cola
Iberian Partners, added, “In 2013, we combined our family-owned Iberian Coca-Cola
bottlers with over 60 years of history to better serve our customers and
consumers. Our Iberian shareowners see today’s announcement as an important
step to further develop and optimize our offerings in Western Europe. As the single-largest
shareowner in this new business we will play a strong strategic role in
Coca-Cola European Partners, while continuing to be close to our country, business,
local consumers and customers. Combining our unique expertise in the on-premise
channels, targeted marketing experience and operational excellence with the
skills of CCE and CCEAG, together we will drive growth in Western Europe.”

“The creation of Coca-Cola European
Partners will build on each bottler’s capabilities to create more efficient
operations in their respective markets across Western Europe,” said John Brock,
Chairman and Chief Executive Officer of Coca-Cola Enterprises. “We look forward
to bringing together our world-class supply chain and sales team with the
distinct strengths offered by CCIP and CCEAG to capture additional growth opportunities
in each market. This transaction offers clear synergies, along with the scale
to better serve the needs of our customers and consumers in Western Europe, to become
an even stronger partner to The Coca-Cola Company and create increased value
for CCE’s shareowners.” Management
and Governance
Ms. Daurella will become Chairwoman of Coca-Cola
European Partners and Mr. Brock will become Chief Executive Officer. Both will
be members of the Board of Directors.

Damian Gammell, currently Beverage Group
President and CEO of Anadolu Efes and a previous Chief Executive Officer of CCEAG,
will join CCE as Chief Operating Officer in autumn 2015 and become Chief
Operating Officer of Coca-Cola European Partners upon closing. Manik (“Nik”)
Jhangiani, currently the Chief Financial Officer of CCE, will become Coca-Cola
European Partners’ Chief Financial Officer and Víctor Rufart, currently General
Manager of CCIP, will become Chief Integration Officer. Other members of the
new executive team will be announced before the closing of the transaction.

Along with Ms. Daurella and Mr. Brock,
the initial Board of Directors of Coca-Cola European Partners will consist of 15
additional members, with the majority of the Board being independent, non-executive
directors.

Coca-Cola European Partners will be
incorporated in the United Kingdom, one of its largest markets, with its headquarters
in London. The combined company will be publicly traded with listings on the Euronext
Amsterdam, the New York Stock Exchange and the Madrid Stock Exchange.

Transaction
Structure
At closing, Coca-Cola Iberian Partners
and The Coca-Cola Company will own 34% and 18% of the combined company,
respectively, with CCE shareowners owning 48% on a fully diluted basis. CCE
shareowners will receive, for each CCE share held, one share of Coca-Cola
European Partners and a one-time cash payment of $14.50 per share. The
aggregate one-time cash payment of approximately $3.3 billion will be funded by
the new company using newly issued debt.

On a pre-synergy, pro forma basis, for
2015 the combined company’s annual net revenues are expected to be approximately
$12.6 billion with $2.1 billion of EBITDA and $1.6 billion of operating income
with a volume of 2.5 billion unit cases. Coca-Cola European Partners’ effective
tax rate is expected to be in a range of 26 to 28%.

The combined company is
expected to have a 2015 pro forma net debt to EBITDA ratio of approximately
3.5x, and given anticipated cash flows, is expected to de-lever to
approximately 2.5x by year-end 2017. Coca-Cola European Partners is fully
committed to an investment-grade rating and intends to operate within a
2.5x-3.0x net debt to EBITDA ratio longer term.
It intends to distribute dividends per share in the range of
approximately 30 to 40% of net income over time, to be determined by its Board
of Directors.

The Coca-Cola Company expects to account
for its stake under the equity method of accounting and expects the merger to
be slightly accretive to 2016 comparable EPS.

In support of this growth plan, The
Coca-Cola Company and Coca-Cola European Partners will enter into a new 10-year
bottling agreement with an option to renew for an additional 10-year
period. There will be an initial four-year
incidence pricing agreement, extending economic terms currently in place in
each respective territory.

Approvals
The Boards of Directors of Coca-Cola
Enterprises, Coca-Cola Iberian Partners and The
Coca-Cola Company have approved the transaction. The proposed merger is subject
to approval by CCE's shareowners, receipt of regulatory clearances and other
customary conditions. The merger is expected to close in the second quarter of
2016.

Lazard acted as lead financial adviser
to CCE and Cahill Gordon & Reindel LLP and Slaughter and May served as
legal counsel to the company. Credit Suisse acted as financial adviser to the Franchise
Relationship Committee (FRC) of the Board of Directors of CCE; Clay Long Esq. and
Baker Hostetler LLP served as legal counsel to the FRC.

Investor
Conference Call Details
All three parties will host a conference
call with investors to discuss the announcement at 8:30 a.m. EDT, 1:30 p.m. BST
and 2:30 p.m. CEST. We invite investors to listen to the live audiocast of the
conference call at either www.thecoca-colacompany.com or http://www.cokecce.com in the “Investors” section. Further, a
supplemental presentation providing additional details pertaining to the
transaction and addressing financial modeling related questions is posted in the
“Investors” section of CCE’s website.

About Coca-Cola
EnterprisesCoca-Cola Enterprises, Inc. is the leading Western European
marketer, producer, and distributor of nonalcoholic ready-to-drink beverages
and one of the world’s largest independent Coca-Cola bottlers. CCE is the sole
licensed bottler for products of The Coca-Cola Company in Belgium, continental
France, Great Britain, Luxembourg, Monaco, the Netherlands, Norway, and Sweden.
CCE operates with a local focus and has 17 manufacturing sites across Europe,
where the company manufactures nearly 90 percent of its products in the markets
in which they are consumed. Sustainability is core to CCE’s business, and the
company has been recognized by leading organizations in North America and
Europe for its progress in water use reduction, carbon footprint reduction, and
recycling initiatives. For more information about CCE, please visit www.cokecce.com and
follow the company on Twitter at @cokecce.

About Coca-Cola
Iberian Partners
Coca-Cola Iberian Partners is the
bottling partner of The Coca-Cola Company for Spain, Portugal and Andorra.
Coca-Cola Iberian Partners is responsible for meeting the demand for The
Coca-Cola Company’s products at every stage: manufacturing, packaging,
distribution and management of the different client channels. Coca-Cola Iberian
Partners, with a staff of 4,380 employees, distributes products to Spain,
Portugal and Andorra, serves 396,000 clients and reaches more than 55 million
consumers. Coca-Cola Iberian Partners markets 17 different brands with 81 products.
It has eight soft drink manufacturers, one of concentrated juice and six
natural mineral water springs in operation. For further information please
visit: www.cocacolaiberianpartners.com.

About Coca-Cola
Erfrischungsgetränke AG
Coca-Cola Erfrischungsgetränke AG
(CCEAG) is the largest German beverage company with a sales volume of 3.8
billion liters (2014). As a franchisee of The Coca-Cola Company (Atlanta),
CCEAG is in charge of bottling as well as sales and distribution of Coca-Cola
branded products in Germany. CCEAG serves around 400,000 trade and horeca
customers and employs around 9,500 people. The beverages are bottled at more
than 20 production plants.

About The Coca-Cola
Company
The Coca-Cola Company (NYSE: KO)
is the world's largest beverage company, refreshing consumers with more than
500 sparkling and still brands. Led by Coca-Cola, one of the world's most
valuable and recognizable brands, our Company's portfolio features 20 billion-dollar
brands including Diet Coke, Fanta, Sprite, Coca-Cola Zero, vitaminwater,
Powerade, Minute Maid, Simply, Georgia and Del Valle. Globally, we are the No.
1 provider of sparkling beverages, ready-to-drink coffees, and juices and juice
drinks. Through the world's largest beverage distribution system, consumers in
more than 200 countries enjoy our beverages at a rate of 1.9 billion servings a
day. With an enduring commitment to building sustainable communities, our
Company is focused on initiatives that reduce our environmental footprint,
support active, healthy living, create a safe, inclusive work environment for
our associates, and enhance the economic development of the communities where
we operate. Together with our bottling partners, we rank among the world's top
10 private employers with more than 700,000 system associates. For more
information, visit Coca-Cola Journey at www.coca-colacompany.com, follow us on
Twitter at twitter.com/CocaColaCo, visit our blog, Coca-Cola Unbottled, at
www.coca-colablog.com or find us on LinkedIn at www.linkedin.com/company/the-coca-cola-company.

Forward-Looking StatementsThis communication may
contain statements, estimates or projections that constitute “forward-looking
statements” as defined under U.S. federal securities laws. Generally, the words
“believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “plan,”
“seek,” “may,” “could,” “would,” “should,” “might,” “will,” “forecast,”
“outlook,” “guidance,” “possible,” “potential,” “predict” and similar
expressions identify forward-looking statements, which generally are not
historical in nature. Forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from The
Coca-Cola Company’s (“KO”), Coca-Cola Enterprises, Inc.’s (“CCE”)
or Spark Orange Limited’s (“CCEP”) historical experience and their respective
present expectations or projections, including expectations or projections with
respect to the transaction. These risks include, but are not limited to,
obesity concerns; water scarcity and poor quality; evolving consumer
preferences; increased competition and capabilities in the marketplace; product
safety and quality concerns; perceived negative health consequences of certain
ingredients, such as non-nutritive sweeteners and biotechnology-derived
substances, and of other substances present in their beverage products or
packaging materials; increased demand for food products and decreased
agricultural productivity; changes in the retail landscape or the loss of key
retail or foodservice customers; an inability to expand operations in emerging
or developing markets; fluctuations in foreign currency exchange rates;
interest rate increases; an inability to maintain good relationships with their
partners; a deterioration in their partners’ financial condition; increases in
income tax rates, changes in income tax laws or unfavorable resolution of tax
matters; increased or new indirect taxes in the United States or in other tax
jurisdictions; increased cost, disruption of supply or shortage of energy or
fuels; increased cost, disruption of supply or shortage of ingredients, other
raw materials or packaging materials; changes in laws and regulations relating
to beverage containers and packaging; significant additional labeling or
warning requirements or limitations on the availability of their respective
products; an inability to protect their respective information systems against
service interruption, misappropriation of data or breaches of security;
unfavorable general economic or political conditions in the United States,
Europe or elsewhere; litigation or legal proceedings; adverse weather
conditions; climate change; damage to their respective brand images and
corporate reputation from negative publicity, even if unwarranted, related to
product safety or quality, human and workplace rights, obesity or other issues;
changes in, or failure to comply with, the laws and regulations applicable to
their respective products or business operations; changes in accounting
standards; an inability to achieve their respective overall long-term growth
objectives; deterioration of global credit market conditions; default by or
failure of one or more of their respective counterparty financial institutions;
an inability to timely implement their previously announced actions to
reinvigorate growth, or to realize the economic benefits they anticipate from
these actions; failure to realize a significant portion of the anticipated
benefits of their respective strategic relationships, including (without
limitation) KO’s relationship with Keurig Green Mountain, Inc. and Monster Beverage
Corporation; an inability to renew collective bargaining agreements on
satisfactory terms, or they or their respective partners experience strikes,
work stoppages or labor unrest; future impairment charges; multi-employer plan
withdrawal liabilities in the future; an inability to successfully manage the
possible negative consequences of their respective productivity initiatives;
global or regional catastrophic events; risks and uncertainties relating to the
transaction, including the risk that the businesses will not be integrated
successfully or such integration may be more difficult, time-consuming or
costly than expected, which could result in additional demands on KO’s or
CCEP’s resources, systems, procedures and controls, disruption of its ongoing business
and diversion of management’s attention from other business concerns, the
possibility that certain assumptions with respect to CCEP or the transaction
could prove to be inaccurate, the failure to receive, delays in the receipt of,
or unacceptable or burdensome conditions imposed in connection with, all
required regulatory approvals and the satisfaction of the closing conditions to
the transaction, the potential failure to retain key employees of CCE,
Coca-Cola Iberian Partners, S.A.’s (“CCIP”) as a result of the proposed
transaction or during integration of the businesses and disruptions resulting
from the proposed transaction, making it more difficult to maintain business
relationships; and other risks discussed in KO’s and CCE’s filings with the Securities
and Exchange Commission (the “SEC”), including their respective Annual
Reports on Form 10-K for the year ended December 31, 2014, subsequently filed
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which filings
are available from the SEC. You should not place undue reliance on
forward-looking statements, which speak only as of the date they are made. None
of KO, CCE, CCIP or CCEP undertakes any obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events, or otherwise. None of KO, CCE, CCIP or CCEP assumes responsibility for
the accuracy and completeness of any forward-looking statements. Any or all of
the forward-looking statements contained in this filing and in any other of
their respective public statements may prove to be incorrect.

Important Additional Information and
Where to Find It This communication does
not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval.

In connection with the
proposed transaction, CCEP will file with the SEC a registration statement on
Form F-4 that will include a preliminary proxy statement/prospectus regarding
the proposed transaction. After the registration
statement has been declared effective by the SEC, a definitive proxy
statement/prospectus will be mailed to CCE’s stockholders in connection with
the proposed transaction. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE TRANSACTION FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
You may obtain a copy of the proxy statement/prospectus (when available)
and other related documents filed by KO, CCE or CCEP with the SEC regarding the
proposed transaction as well as other filings containing information, free of
charge, through the website maintained by the SEC at www.sec.gov, by directing a
request to KO’s Investor Relations department at (404) 676-2121, or to CCE’s
Investor Relations department at (678) 260-3110, Attn: Thor Erickson – Investor
Relations. Copies of the proxy
statement/prospectus and the filings with the SEC that will be incorporated by
reference in the proxy statement/prospectus can also be obtained, when
available, without charge, from KO’s website at www.coca-colacompany.com under
the heading “Investors” and CCE’s website at www.cokecce.com under the heading
“Investors.”

Participants in SolicitationKO, CCE and CCEP and
their respective directors, executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation
of proxies in favor of the proposed merger.
Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of proxies in favor of the
proposed merger will be set forth in the proxy statement/prospectus when it is
filed with the SEC. You can find information
about KO’s and CCE’s directors and executive officers in their respective
definitive proxy statements filed with the SEC on March 12, 2015, and March 11,
2015, respectively. You can obtain free copies of these documents from KO and
CCE, respectively, using the contact information above. Information regarding CCEP’s directors and
executive officers will be available in the proxy statement/prospectus when it
is filed with the SEC.

No
Profit ForecastNo
statement in this announcement is intended to constitute a profit forecast for
any period, nor should any statements be interpreted to mean that revenues,
EBITDA, earnings per share or any other metric will necessarily be greater or
less than those for the relevant preceding financial periods for CCE, CCIP,
Coca-Cola Erfrischungsgetränke AG (“CCEAG”) or CCEP, as
appropriate. No statement in this
announcement constitutes an asset valuation.

Subject
to its legal and regulatory obligations, neither CCEP, nor any of its agents,
employees or advisors intends or has any duty or obligation to supplement,
amend, update or revise any of the statements contained in this document to
reflect any change in expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based. In no
circumstances shall the provision of this document imply that no negative
change may occur in the business of CCE, CCIP, CCEAG or CCEP, as appropriate,
after the date of provision of this document, or any date of amendment and/or
addition thereto.

This
document is not a prospectus for the purposes of the Prospectus Directive. A
prospectus prepared pursuant to the Prospectus Directive is intended to be
published, which, when published, will be available from CCEP at its registered
office. Investors should not subscribe
for any securities referred to in this document except on the basis of
information contained in the prospectus.
The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments
thereto, including Directive 2010/73/EU, to the extent implemented in any
relevant Member State) and includes any relevant implementing measure in the
relevant Member State. Any offer of securities to the public that may be deemed
to be made pursuant to this communication in any EEA Member State that has
implemented the Prospectus Directive is addressed solely to qualified investors
(within the meaning of the Prospectus Directive) in that Member State.

NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF SUCH JURISDICTION.